SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 1998
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ______ to ______
Commission file number 0-20743
OPEN PLAN SYSTEMS, INC.
(Exact name of small business issuer as specified in its charter)
Virginia 54-1515256
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4299 Carolina Avenue, 23222
Building C, Richmond, Virginia (Zip Code)
(Address of principal executive office)
(804) 228-5600
(Issuer's telephone number)
_____________________________________________________________
(Former name,former address and former fiscal year,if changed since last report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes _X_ No __.
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Common Stock, no par value - 4,672,433 shares as of August 12, 1998.
Transitional Small Business Disclosure Format (check one): Yes No X
OPEN PLAN SYSTEMS, INC.
Table of Contents
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets - June 30, 1998 (unaudited) 1
and December 31, 1997
Consolidated Statements of Operations- Three and six months 2
ended June 30, 1998 and 1997 (unaudited)
Consolidated Statements of Cash Flows - Six months 3
ended June 30, 1998 and 1997 (unaudited)
Notes to Consolidated Financial Statements - June 30, 1998 4
Item 2. Management's Discussion and Analysis of 6
Financial Condition and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of 12
Security Holders
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES
OPEN PLAN SYSTEMS, INC.
PART I
FINANCIAL INFORMATION
Item 1: Financial Statements
Consolidated Balance Sheets
(amounts in thousands)
June 30, December 31,
1998 1997
------------------------------------
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 28 $ 73
Trade accounts receivable, net 6,011 5,486
Inventories 7,768 10,780
Prepaids and other 735 686
Refundable income taxes 795 795
Deferred income taxes - 106
-------------------------------------
Total current assets 15,337 17,926
Property and equipment, net 2,929 3,493
Goodwill, net 4,309 4,427
Other 465 468
-------------------------------------
Total assets $ 23,040 $ 26,314
=====================================
Liabilities and stockholders' equity
Current liabilities:
Trade accounts payable $ $ 2,411
1,724
Accrued compensation 1,022 393
Other accrued liabilities 657 280
Customer deposits 782 841
Line of credit 2,769
2,110
Current portion of long-term debt and capital lease
obligations 66 126
-------------------------------------
Total current liabilities 7,020 6,161
Deferred income taxes - 110
-------------------------------------
Total liabilities 7,020 6,271
Stockholders' equity:
Common stock, no par value:
Authorized shares - 50,000
Issued and outstanding shares - 4,672 at June 30, 1998 and 20,501 20,088
4,472 at Dec. 31, 1997
Additional capital 137 137
Retained earnings (4,618) (182)
-------------------------------------
Total stockholders' equity 16,020 20,043
-------------------------------------
Total liabilities and stockholders' equity $ 23,040 $ 26,314
=====================================
See accompanying notes.
OPEN PLAN SYSTEMS, INC.
Consolidated Statements of Operations (Unaudited)
(amounts in thousands, except per share)
Three Months ended Six Months ended
June 30 June 30
1998 1997 1998 1997
------------------------------------------------------------------------
Net sales $ 8,332 $ 7,164 $ 16,232 $ 13,601
Cost of sales 7,143 5,010 13,399 9,986
------------------------------------------------------------------------
Gross profit 1,189 2,154 2,833 3,615
Operating expenses:
Amortization of intangibles 69 69 138 138
Selling and marketing 2,048 1,504 4,020 2,754
General and administrative 939 573 1,683 1,301
Operational restructuring 1,290 - 1,290 -
------------------------------------------------------------------------
4,346 2,146 7,131 4,193
------------------------------------------------------------------------
Operating (loss) income (3,157) 8 (4,298) (578)
Other (income) expense:
Interest expense 66 11 132 19
Interest income (9) (24) (9) (59)
Other, net 15 (4) 15 (14)
------------------------------------------------------------------------
72 (17) 138 (54)
------------------------------------------------------------------------
(Loss) income before income taxes (3,229) 25 (4,436) (524)
Income tax benefit - - - (234)
------------------------------------------------------------------------
Net (loss) income $ (3,229) $ 25 $ (4,436) $ (290)
========================================================================
Basic and diluted (loss) income per common share $ (.72) $ .01 $ (.99) $ (.06)
========================================================================
Weighted average common shares outstanding 4,506 4,472 4,489 4,472
========================================================================
See accompanying notes.
OPEN PLAN SYSTEMS, INC.
Consolidated Statements of Cash Flows (Unaudited)
(amounts in thousands)
Six Months ended
June 30
1998 1997
----------------------------------
Operating activities
Net loss $ (4,436) $ (290)
Adjustments to reconcile net loss to net cash used in
operating activities:
Provision for losses on receivables 128 8
Depreciation and amortization 553 418
Operational restructuring 1,290 -
Loss on sale of property 28 4
Deferred income taxes 4 (46)
Changes in operating assets and liabilities:
Accounts receivable (653) 98
Inventories 3,012 (2,394)
Prepaids and other (113) (559)
Trade accounts payable (687) 488
Customer deposits (59) 40
Accrued and other liabilities 245 (23)
----------------------------------
Net cash used in operating activities (688) (2,210)
Investing activities
Purchases of property and equipment (369) (466)
----------------------------------
Net cash used in investing activities (369) (466)
Financing activities
Net borrowings on revolving line of credit 659 -
Issuance of common stock (net of expenses) 413 -
Principal payments on long-term debt and capital
lease obligations (60) (89)
----------------------------------
Net cash provided by (used in) financing activities 1,012 (89)
----------------------------------
Decrease in cash and cash equivalents (45) (2,765)
Cash and cash equivalents at beginning of period 73 3,066
----------------------------------
Cash and cash equivalents at end of period $ 28 $ 301
==================================
Supplemental disclosures
Interest paid $ 132 $ 11
==================================
Income taxes paid $ 12 $ 136
==================================
See accompanying notes.
OPEN PLAN SYSTEMS, INC.
Notes to Consolidated Financial Statements (Unaudited)
June 30, 1998
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB of the Securities
and Exchange Commission. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, these financial statements
reflect all adjustments of a normal recurring nature which the Company considers
necessary for a fair presentation. The results for the three month and six month
periods ending June 30, 1998 are not necessarily indicative of the results that
may be achieved for the entire year ending December 31, 1998 or for any other
interim period.
Certain reclassifications have been made to prior period amounts to conform to
the current period presentation.
2. Inventories
Inventories are in two main stages of completion and consisted of the following
(amounts in thousands):
June 30, December 31,
1998 1997
-------------------------------------
(Unaudited)
Components and fabric $5,318 $7,650
Jobs in process and finished goods 2,450 3,130
-------------------------------------
$7,768 $10,780
=====================================
3. Income Taxes
As a result of recent operating losses and the uncertainty of the realization of
the potential tax benefits thereof, the Company has not recorded potential
income tax benefits of approximately $1,227,000 and $1,504,000 related to the
quarter and six months ended June 30, 1998. The deferred income tax asset of
$1,504,000 at June 30, 1998 has been offset by a valuation allowance. The
Company will reevaluate the potential realizability of the deferred tax assets
on a quarterly basis.
4. Indebtedness
At June 30, 1998, the Company had outstanding borrowings of $2,769,000 on its
$4,000,000 line of credit. The Company was in violation of certain financial
covenants at June 30, 1998. On July 24, 1998, the Company and the financial
institution agreed that the non-compliance with the financial covenants would be
waived for the second quarter and the amount of the line reduced to $3,250,000
decreasing to $2,750,000 at scheduled intervals over the remaining term of the
commitment, which expires October 31, 1998. At August 12, 1998, the line of
credit balance was $2,255,000.
5. Common Stock
On June 15, 1998, the Company issued 200,000 shares of common stock in a private
offering pursuant to a management and investment agreement with a private
investment company. Additionally, the Company issued an option for 600,000
shares of common stock to the same party at varying strike prices. The option
carries strike prices between $3.00 and $7.50 per share.
6. Operational Restructuring
During the second quarter of 1998, the Company recorded a restructuring charge
of $1,290,000 related to warehouse consolidation, returning to a focus on
remanufacturing and a sales office consolidation plan. The operational
restructuring charge included amounts for severance pay, payouts under current
lease agreements and the estimated loss on the disposal of certain fixed assets.
In connection with this plan the Company, reduced sales and administrative
staffing by approximately 30 people. The Company anticipates completing the
asset sales and severance payments in the third quarter of 1998 and the lease
termination costs are anticipated to extend into the year 2000.
OPEN PLAN SYSTEMS, INC.
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
The following table sets forth the relationship of costs and expenses as a
percentage of the Company's sales for the periods indicated:
Three months ended Six months ended
June 30, June 30,
1998 1997 1998 1997
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 85.7 69.9 82.5 73.4
----------- ---------- ---------- -----------
Gross profit 14.3 30.1 17.5 26.6
Amortization of intangibles .8 1.0 0.9 1.0
Selling and marketing expenses 24.6 21.0 24.8 20.2
General and administrative expenses 11.3 8.0 10.4 9.6
Operational restructuring 15.5 - 7.9 -
----------- ---------- ---------- -----------
Operating (loss) income (37.9) 0.1 (26.5) (4.2)
Other (income) expense .9 (0.2) 0.8 (0.4)
----------- ---------- ---------- -----------
Income (loss) before income taxes (38.8) 0.3 (27.3) (3.8)
Benefit from income taxes - - - (1.7)
----------- ---------- ---------- -----------
Net income (loss) (38.8) 0.3% (27.3)% (2.1)%
=========== ========== ========== ===========
Operational Restructuring. The Company recorded a charge of $1,290,000 in
the second quarter of 1998. The restructuring charge of $1,290,000 recognizes
the costs related to three important strategic initiatives: 1) A return to a
focus on the core remanufacturing business; 2) streamlining and consolidation of
warehouse operations; and 3) consolidation of existing sales offices and
reductions in sales training staff. As noted above, the Company will refocus on
producing remanufactured product, reducing excess warehouse space, divest
certain assets associated with the new workstation manufacturing capabilities
and continue streamlining operations. In connection with the aforementioned
plan, the Company reduced sales and administrative staffing by approximately 30
people. The Company anticipates completing the asset sales in the third quarter
of 1998 and the lease termination costs are anticipated to extend into the year
2000. Total anticipated costs of lease termination are expected to be
approximately $460,000. The Company believes that it will achieve annual cost
reductions of approximately $1,500,000 as a result of the restructuring.
In the announced restructuring plan, the Company will be reducing its
warehousing capacity in Dallas, Atlanta, Cincinnati and Richmond as well at its
Lansing, Michigan facility. The plan calls for the reduction of 156,000 square
feet of leased warehouse space. Additionally, the Company is in the process of
divesting certain metal working equipment originally acquired as part of the
Company's plan to make its own line of new workstations as well as writing off
its investment in new software acquired to support the new furniture
manufacturing operations totaling approximately $600,000. This supports the
Company's return to its focus on remanufacturing. The Company anticipates that
these assets will be sold in the third quarter. The Company believes that these
programs will reduce annual production costs by approximately $450,000 and will
help it to return to gross margins that are more in line with pre-1997 levels.
As part of the sales office restructuring program implemented at the end of
the quarter, the Company closed its sales offices in Dallas, Charlotte and
Baltimore and reduced sales training staff in certain other markets. The thrust
of this program was to reduce the number of non-producing sales offices and
personnel. The Charlotte and Baltimore markets will continue to be serviced by
company employees working from their homes while the Dallas market will be
serviced by independent sales representatives. The Company does not anticipate
that these changes will have a material impact on sales volumes in future
periods.
Sales. Sales for the three and six months ended June 30, 1998 were
$8,332,000 and $16,232,000, increases of approximately $1,168,000 and $2,631,000
or 16.3% and 19.3% over the same periods in 1997. The increase in sales was
principally due to sales from the Company's three sales offices opened during
1997 as well as additional sales from the Company's National Accounts group.
Among the offices open in excess of one year, seven achieved increased sales
during the period and five experienced declining sales. Three sales offices
closed in July 1998 as part of the restructuring program described above.
The Company continued to experience sales discounting pressure during the
most recent quarter. This discounting pressure came primarily from dealers and
large companies served by the National Accounts Group. The Company's sales
growth continued to be skewed toward this segment of the business during the
first and second quarters of 1998. The Company is in the process of implementing
new marketing initiatives aimed at its traditional core customer market where,
historically, there has been less discounting pressure.
During the year, the Company implemented initiatives in the branch office
network including increased management and sales personnel levels. The Company
also is continuing to evaluate the impact that its various marketing programs
are having on sales in each market.
Cost of Sales. The Company's cost of sales includes costs of raw materials
(new and used workstation components, new fabric, laminate, paint, and other
materials), labor, supplies, freight, utilities, and other manufacturing related
expenses. Cost of sales increased by $2,133,000 in the second quarter of 1998
from the $5,010,000 reported in the second quarter of 1997. Additionally, cost
of sales increased by $3,413,000 for the first six months of 1998 from the
$9,986,000 reported in the similar period for 1997. The primary reasons for the
increase in cost of sales was the additional sales recorded in 1998 along with
the items described in detail below.
The gross margin decreased to 14.3% and 17.5% in the second quarter of 1998
and for the first six months of 1998 from 30.1% and 26.6% for the respective
periods in 1997. During 1997, the Company used its manufacturing capacity to
increase work-in-process and finished goods inventory levels based on expected
sales volumes which did not materialize. As a result, the Company had excess
levels of inventories of certain parts. During the second quarter and first half
of 1998, the Company reduced inventory to levels more in line with expected
market needs. As a result, the Company had higher per unit costs as production
units decreased more rapidly than production costs. The Company's margins were
also impacted by some selective brokered sales. Additionally, the Company's
margins continued to be impacted by excess warehousing capacity in the Dallas,
Atlanta, Cincinnati and Richmond markets.
Operating Expenses. The Company's most significant operating expense is
selling and marketing expense. These costs are primarily related to salesperson
compensation, advertising and other marketing expenses and rents. The Company
compensates its salespeople through a combination of salaries and commissions.
While most of these expenses are directly related to the current year's sales,
certain other marketing expenses are incurred to build brand recognition and
generate sales leads that may contribute to sales in later periods.
Selling and marketing expenses for the second quarter of 1998 increased to
$2,048,000 from the $1,504,000 reported in the second quarter of 1997. Selling
and marketing expenses increased to $4,020,000 for the first six months of 1998
from the $2,754,000 reported in the first six months of 1997. The increases were
primarily related to adding new management and sales people in the branch
offices, increased advertising expenses related to coordinated national
marketing programs and other expenses related to providing adequate support
levels to the branch offices.
During the latter part of 1997 and early 1998, the Company increased the
level of sales people in branch offices at a rate faster than it was able to
train and manage the sales trainees. The Company, as part of its sales office
restructuring program noted previously, has reduced the number of branch offices
and sales trainees to levels that are manageable but, in management's opinion,
allow for a significant level of growth. Even though the company reduced the
number of direct sales people, the number of Company direct sales
representatives remains 50% higher than June 30, 1997. The Company believes that
this strategy will reduce the cost of selling and marketing by $600,000 annually
while having no material adverse impact on sales levels.
General and administrative expenses increased to $939,000 in the second
quarter of 1998 from the $573,000 reported in the second quarter of 1997. These
expenses increased to $1,683,000 for the first six months of 1998 from the
$1,301,000 recorded in the similar period in 1997. The increase in expenses in
the second quarter were primarily related to the termination of certain Company
car leases, higher levels of bad debt expense and higher legal and accounting
fees associated with the transition of management that has occurred over the
past quarter. The Company anticipates that its restructuring program will result
in lower levels of general and administrative expenses over the next several
quarters. As a result of the restructuring of production and the refocus on
remanufacturing, the Company has elected not to implement the new management
information system it acquired in 1997.
Other Non-Operating Income and Expense. Total other income and expense
changed from income of $17,000 for the second quarter of 1997 to expense of
$72,000 for the second quarter of 1998. Similarly, other income totaled $54,000
for the first six months of 1997 versus expense of $138,000 for the first six
months of 1998. The primary reason for the decrease is that the Company expended
the cash raised in its 1996 initial public offering during 1996 and 1997 and had
to borrow on its line of credit to fund operating expenses in 1998.
Income Taxes. The Company recorded no income tax benefit for the first six
months of 1998 versus the $234,000 benefit recorded in the previous year. This
was the result of recent operating losses and the uncertainty of the realization
of the potential tax benefits. The Company will reevaluate the potential
realizability of the deferred tax assets on a quarterly basis.
Liquidity and Capital Resources Cash Flows from Operating Activities. Net
cash used in operating activities was $688,000 for the six months ended June 30,
1998 as compared to $2,210,000 for the six months ended June 30, 1997. The
decrease in cash used by operating activities for the first half of 1998 was
primarily due to increased losses offset by reductions in inventories and the
operational restructuring. The Company's inventory reductions were achieved as
part of the Company's program to reduce its stock of raw materials and finished
goods to more closely match anticipated sales volumes. Trade accounts receivable
increased during the quarter and six months due to increases in sales. Days
sales outstanding decreased slightly. The Company continues to focus on
decreasing the number of days sales outstanding and would expect that future
changes in sales volumes will not have a direct correlation to changes in
accounts receivable.
Cash Flows from Investing Activities. Net cash used in investing activities
was $369,000 for the six months ended June 30, 1998 as compared to $466,000 for
the six months ended June 30, 1997. The cash used during the first half of 1998
was to purchase certain capital equipment related to continuing production
activities. These purchases are consistent with the Company's focus on producing
high-quality, affordable remanufactured office systems. The Company anticipates
that capital spending for 1998 will be less than $1.0 million. The source of
funds for anticipated capital spending will be funds from operations. At June
30, 1998, the Company had borrowings of $2,769,000 under its line of credit. The
Company was in violation of certain financial covenants at June 30, 1998. On
July 24, 1998, the Company and the lender agreed that the non-compliance with
the financial covenants would be waived for the second quarter and the amount of
the line reduced to $3,250,000 and declines at scheduled intervals to $2,750,000
over the term of the line. At August 12, 1998, the line of credit balance was
$2,255,000.
Cash Flows from Financing Activities. Net cash provided by financing
activities was $1,012,000 during the first half of 1998 as compared to net cash
used by financing activities of $89,000 during the comparable period in 1997.
This increase in cash flows from financing activities for the first half of 1998
represented reduced principal payments on outstanding long-term debt and capital
leases, short-term borrowings on the Company's line of credit, and the issuance
of common stock.
Expected Future Cash Flows. The Company expects that cash flow from
operating activities will increase over the next several quarters as decreases
in inventories, along with moderation of the decreases in accounts payable
associated with the Company's reduced inventory purchases, should improve the
Company's short term cash position. The Company is also in negotiations with
several financial institutions to extend and increase its credit limit which
will provide it additional flexibility to manage its cash position and to fund
any amount which might become due and payable under the terms of the TFM
acquisition agreement.
Seasonality and Impact of Inflation
Because the Company recognizes revenues upon shipment and typically ships
workstations within three weeks of an order, a substantial portion of the
Company's revenues in each quarter results from orders placed by customers
during that quarter. As a result, the Company's results may vary from quarter to
quarter and may not reflect a seasonal pattern.
Inflation has not had a material impact on the Company's net sales or
income to date. However, there can be no assurances that the Company's business
will not be affected in the future by inflation.
Forward-Looking Statements
The foregoing discussion contains certain forward-looking statements, which
may be identified by phrases such as "the Company expects" or words of similar
effect. The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements. The Company has identified certain
important factors that in some cases have affected, and in the future could
affect, the Company's actual results and could cause the Company's actual
results for fiscal 1998 and any interim period to differ materially from those
expressed or implied in any forward-looking statements made by, or on behalf of,
the Company. These factors are set forth under the caption "Forward-Looking
Statements" in Item 6 of the Company's Form 10-KSB for the fiscal year ended
December 31, 1997, a copy of which is on file with the Securities and Exchange
Commission. The Company assumes no duty to update any of the statements of this
report.
OPEN PLAN SYSTEMS, INC.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
(c) On June 17, 1998, the Company entered into a Management and Consulting Agreement (the
Agreement with Great Lakes Capital, LLP. ("GLC") in consideration for, among other
things, the grant of an option to GLC to purchase up to 600,000 shares of Company common
stock over the next five years at prices ranging from $3.00 to $7.50 per share. To date
the option has not been exercised. In connection with the execution of the Agreement, GLC
was entitled to purchase 200,000 newly issued shares of common stock from the Company for a
purchase price of $2.175 per share or $435,000 in the aggregate. The Company has claimed
an exemption from registration for the issuances of the option (including any subsequent
exercise thereof) and the 200,000 shares of Common Stock to GLC under Section 4 (2) of the
Securities Act of 1933, as amended. These transactions were previously reported in the
Company's Current Report on Form 8-K filed with the Commission on June 18, 1998, as
described in Item 6(b) below.
Item 3. Defaults upon Senior Securities
In the second quarter of 1998, the Company was in violation of certain financial covenants
contained in its bank line of credit. These defaults were waived by the bank on July 24,
1998. See Note 4 to the Notes to the Consolidated Financial Statements set forth
elsewhere in this report.
Item 4. Submission of Matters to a Vote of Security Holders
On May 15, 1998, the Company held its annual meeting of shareholders (the "Meeting").
Three persons, two designated as Class I directors and one designated as a Class II
directors were elected to the Board of Directors at the meeting. Set forth below are the
names of the persons elected at the Meeting as directors, the class to which they were
elected, and the vote totals for each such director:
Item 4 (continued)
Votes For Votes Withheld
Class I - Terms Expire 2001
Gary M. Farrell 3,619,700 258,024
E.W. Mugford 3,620,600 257,124
Class II - Terms Expire 1999
Paul A. Covert 2,362,158 1,515,611
The only other matter considered at the Meeting was the ratification of the
appointment of the firm of Ernst & Young LLP as independent auditors for the Company for
the fiscal year ending December 31, 1998. The vote total for approval of this matter is
set forth below:
Number
of Votes
For.................. 3,720,232
Against ............. 2,900
Abstain ............. 154,592
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
The registrant has included the following exhibits pursuant to Item 601 of Regulation S-B.
Exhibit No. Description
---------------- ----------------------------------------------------------------------------
10.16 $4,000,000 Line of Credit Agreement with Crestar Bank
10.17 Management and Consulting Agreement dated June 17,1998 between Open Plan
Systems and Great Lakes Capital, LLC.
10.18 Open Plan Systems, Inc. Non-Qualified Stock Option Agreement, dated June
17, 1998, by and between the Company and Great Lakes Capital
10.19 Voting and Standstill Agreement, dated June 17, 1998, by and between the
Company, Great Lakes Capital, LLC. And Great Lakes Capital, Inc.
10.20 Registration Rights Agreement, dated June 17, 1998 by and between the
Company and Great Lakes Capital LLC.
10.21 Employment Agreement dated June 17, 1998, by and between the Company and
John L. Hobey
10.22 Employment Agreement, dated June 17, 1998 by and between the Company and
William F. Crabtree.
11 Statement Re: Computation of Per Share Earnings
27 Financial Data Schedule (filed electronically only)
(b) Reports on Form 8-K
On June 18, 1998, the Company filed a Current Report on Form 8-k that incorporated by
reference under Item 5 a press release that announced the appointments of John L. Hobey as
Chief Executive Officer and William F. Crabtree as Chief Financial Officer of the Company
and the execution of a Management and Consulting Agreement with Great Lakes Capital, LLC to
provide management and consulting services for an 18 month term
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
OPEN PLAN SYSTEMS, INC.
------------------------------------------------------
(Registrant)
Date: August 14, 1998 /s/ John C. Hobey
-----------------------------------------------------
John C. Hobey
Chief Executive Officer
Date: August 14, 1998 /s/ William F. Crabtree
------------------------------------------------------
William F. Crabtree
Chief Financial Officer
Date: August 14, 1998 /s/ Neil F. Suffa
------------------------------------------------------
Neil F. Suffa
Corporate Controller
OPEN PLAN SYSTEMS, INC.
EXHIBIT INDEX
(a) Exhibits:
The registrant has included the following exhibits pursuant to Item 601 of Regulation S-B.
Exhibit No. Description
---------------- ----------------------------------------------------------------------------
10.16 $4,000,000 Line of Credit Agreement with Crestar Bank
10.17 Management and Consulting Agreement dated June 17,1998 between Open Plan
Systems and Great Lakes Capital, LLC.
10.18 Open Plan Systems, Inc. Non-Qualified Stock Option Agreement, dated June
17, 1998, by and between the Company and Great Lakes Capital
10.19 Voting and Standstill Agreement, dated June 17, 1998, by and between the
Company, Great Lakes Capital, LLC. And Great Lakes Capital, Inc.
10.20 Registration Rights Agreement, dated June 17, 1998 by and between the
Company and Great Lakes Capital LLC.
10.21 Employment Agreement dated June 17, 1998, by and between the Company and
John L. Hobey
10.22 Employment Agreement, dated June 17, 1998 by and between the Company and
William F. Crabtree.
11 Statement Re: Computation of Per Share Earnings
27 Financial Data Schedule (filed electronically only)